Spirit of the Night
by wizardinblack
Summary: *Updated* Daryl recalls a bad memory from his teenage years when Carol interrupts his thoughts. Set between seasons 2 and 3 and into season 3. Rated M for sexual reasons. The title is based off the Bruce Springsteen song "Spirit of the Night."
1. Spirit of the Night

Spirit of the Night

Daryl remembered Janie. He remembered meeting her in a bar when he was sixteen and she was fifteen. Neither of them were supposed to be there but they were and that was that. He remembered following her around every Thursday, he knew she'd always be there cause that's the day Jeff worked and he didn't care that they were underage. Back then he thought he loved her but he wouldn't admit it now. He remembered she had straight blonde hair that she always wore in two braids. She liked to wear shorts too, and he remembered how it drove his teenage brain wild. What he remembered most about her though was her laugh. But it wasn't in a good way. He remembered her looking at him and laughing as he stupidly fumbled in the back seat of her dad's Crown Vic.

Sitting on the roof of their current hideaway home, Daryl felt his face tensing more than usual when the memory came to mind. He chewed on the inside of his cheek trying to think of something, anything else. He tried to focus on scanning the area in front of him, but ended up just staring straight ahead while his mind continued to go back to that moment. He clenched his jaw as he remembered the sound of Janie's laughter, "what're you? Stupid or somethin'?"

He smashed his fist into the siding of the house, only making him angrier as he remembered he was just mirroring the actions from his memory. Placing his face in his hands as if he was trying to rub the recollection out of his mind he recalled punching the window of Janie's Dad's Crown Vic, not hard enough to break it but enough to leave a small crack. So mad was he at his own awkwardness he dealt with it the only way he knew how, with anger. That was the closet he ever got to a girl before.

He pulled his jacket tighter to his body, his cross bow in his lap, breathing out a puff of white as his hot breath touched the cold air. He tried to remember the last time he had a cigarette. He clenched his jaw again. Why did he have to keep reminding himself of things he didn't want to remember? That was the worst part about keeping look out. You have nothing better to do then think all by yourself for hours. Daryl liked being alone for long hours, but he didn't like thinking. He purposely tried to keep himself busy all the time so he wouldn't be trapped alone with his thoughts. But on look out that's all you really had.

The thing he kicked himself for the most about his incident with Janie was the fact that he told Merle. He would never live that down as long as Merle was still alive. That thought killed him as he realized that Merle might as well be good and dead and his words still haunted him. How pathetic. It was his fault he was thinking about it to begin with.

Daryl looked over top the forest around him, thinking that the way the bare treetops met the matted black sky almost looked unreal, like a painting or a photograph. He remembered the night that seemed like forever ago, when Merle was still with the group, before Rick had shown up. Merle and Daryl set up camp slightly separated from the rest of the group, with one tent on one side, one make-shift tent using a canvas tarp on the other, and a tiny low lit fire between them.

_"You gonna die a virgin, baby brother?" Merle's sudden words spoke above the crackling of the fire, startling Daryl, but he was smart enough not to react. Merle continued, "I know I taught you better than that," still Daryl didn't react. He knew Merle was just bored and wanted to get a reaction out of him. There was no TV so what else did he have to do? Daryl couldn't blame him. Merle's dry laughter cut into the air and Daryl could just imagine the wide smile on his face. He didn't have to look at him to see it and he wouldn't. Daryl just kept poking at the fire with a stick, staring into the flames, welcoming the burn on his eyes. _

_ Hesitantly he answered, "that ain't true," saying it more to the fire than to his older brother. He knew Merle didn't believe him. Daryl wished he was a good liar. He wished he could say he fucked so many girls in Merle's absence growing up, but he knew even if he could come up with names and details Merle wouldn't have any of it. He regretted telling him about Janie. About how he got so close to fucking her, but was too stupid and awkward and ran out of the car with a bloody fist in just his boxers and boots. Merle was around long enough to know there were no other girls after her, that she was his one and only chance at loosing his virginity and he blew it. Ever since then he'd been too afraid to approach another woman. Merle knew this. Daryl clenched his jaw._

_ "Yer one of the last men on earth and you still can't get laid," Merle laughed some more, "My brother, you must be breakin' some kinda record here." _

_ Finally, Daryl got the courage to look Merle in the face, he glared up at him across the fire with furrowed brows, even though he knew his intimating gaze had no effect on his brother, "ain't much else on the women end neither." _

_ "Oh hell I dunno about that," Merle breathed out, "what about those blonde girls, they pretty enough for you, brother?" Daryl looked back down at the fire but Merle didn't stop, "you need me to hold your hand? Or do you want me to show you how it's done? You can watch me fuck the older one and then you can get 'er sister."_

_ "Fuck you, Merle!" Daryl stood up, throwing the stick he was fiddling with into the fire, "You don't know what yer sayin'! Fuckin' hell man!" He yelled behind him as he stormed of into the dark woods with Merle's unmistakable dry laugh echoing at his back._

Daryl breathed sharply out of clenched teeth at the memory. He hated himself for thinking about it, and what was worse is he hated himself for missing his brother. Maybe he could of used Merle's help. He hadn't really thought about dying a virgin, it didn't concern him too much. But it was kind of pathetic. He didn't like people and he figured that what happened with Janie and him was a sign from God that he needed to stay away from them. And when he thought about his dad he realized he probably wouldn't be a good husband or father anyway. He let out another sigh at the thought of 'a sign from God,' yeah right.

"Daryl," he jumped at the sound of his name and shot up to his feet, almost loosing his balance on the slanted surface of the roof he was sitting on, and awkwardly tried to collect his bow on his shoulder. Carol reached out and grabbed his arm to help steady him.

"Dammit, don't do that!" He jerked his arm up, ripping it out of her grasp, and dropped his bow to his side.

"I'm sorry, I thought you'd hear me crawling through the window," She just smiled, tilting her head back to the window they'd been using to get to the roof, "You must have been slacking on the job."

He didn't respond to that, not wanting her to know he'd gotten lost in his thoughts of his brother and failed relationships, or just relationship.

"I couldn't sleep," she explained, even though he didn't ask her to. He just glanced sideways at her, his eyes darting from her to back in front of them, scanning the forest.

"Yeah, lotta that goin' round," They stood in silence after he spoke. He didn't feel like talking. He placed his crossbow against the siding of the house and stretched out his arms, before dropping them to his sides. He was still half-way lost in his thoughts, but he didn't even think to tell her to leave, so they both just stood there on the roof, staring at the picturesque quality of the cold night before them.

Carol usually wouldn't mind the silence, but something about it that night made her feel uneasy. The way the bright moon made the sky a flat black sheet with not a star insight made it feel kind of eerie.

"If it weren't so cold it might've actually been a nice night," she decided to break the silence with a light tone in her voice, gripping the blanket over her shoulders tighter. Daryl just grunted in response.

"Are you cold up here?" She asked, "I can get you a blanket."

He just shook his head before looking down at her, "you should get back inside if yer cold."

"No, it's nice to get some fresh air," she sighed breaking his stare and looking out before them. Again they stood in silence.

Carol wasn't sure if it was the moonlight or maybe just her lack of sleep but after a few moments she blindly reached her hand out to his. When she was alone with Daryl she had always felt a strong connection to him, and she could tell tonight that something was on his mind, so it only felt right to reach out to him. Plus, there was no harm in trying. She only lightly grazed it before he pulled away. She turned her head to look at his face, and when she saw it was void of emotions she thought that maybe he just thought it was an accident, so she did it again. When he pulled his hand away this time he brought both his arms up and crossed them in front of his body, continuing to look forward with no expression on his face.

"Daryl," she breathed softly, but before she could continue Daryl cleared his throat as if he was going to say something but he didn't, he knew it was all he needed to do to get her to shut up.

"I'm sorry," she said as she began to turn towards the window to make her exit, knowing he'd rather be alone.

"For what?" She almost didn't hear him. Carol turned back towards him a little shocked. He cleared his throat again and stared down at his boots, with his arms still crossed in front of him.

"It's just," she paused, not even sure what she wanted to say. She gripped the blanket on her shoulders tighter, nervously clenching and unclenching her fists around the fabric, "I thought—"

"You what?" This time cutting her off for real, he snapped his head in her direction, and stared down at her. She saw the muscles in his jaw twitch.

"I don't know."

Daryl breathed harshly out his nose, looking down at her pathetic thin frame, drowning in the old tan blanket draped over her shoulders. He tore his eyes off her, looking back to the trees, "you best be gettin' inside now."

His words felt like a smack to the face. Carol knew she shouldn't have bothered, but before she was about to leave there was something in the back of her mind that made her stay. She stood staring at his back, thinking about how just moments ago she was leaving when his quiet words brought her back. _"For what?"_ She repeated it in her head. She knew he wanted her to stay, but she just didn't know if _he_ knew it, but she knew she had to tell him, or at least show him.

Slowly, Carol crept up behind him, dropping the blanket from her shoulders, and grabbed his arm, spinning him to face her. He had his hand raised, ready to push her away, but before he could she quickly leaned up and planted a kiss on his lips. She lingered there for a moment, Daryl's arm still raised, and it wasn't until he slowly began to drop it that she pulled away. His eyes were slightly wider than his usual squinting stare, and she knew he hadn't closed them during the kiss like she had romantically imagined in her mind.

He dropped his arm completely, both of them dangling idiotically by his sides and said nothing. Carol wished he would say something, she wouldn't even mind getting yelled at, she just hated the never-ending stare he was giving her.

After a few moments she decided that no response was better than him saying a flat out "no" so she leaned up and did it again, this time she grabbed both sides of his head with her hands, cupping his face and feeling the grittiness of dirt and scruff against her palms.

When she pulled away Daryl still had that dumbfounded look on his face and his arms still hung by his sides. He looked kind of odd without the usual crossbow in his hand. Carol giggled thinking of how funny it was that he was defenseless in more ways than one.

"Why're you laughin'?" His gruff yell smacked the smile of her face. He tightened his stance and bawled his hands into fists. Confused, Carol backed away slightly, dropping her hands from his face to his forearms.

"N-nothing. It's just," she paused and smiled again, "you look kind of cute."

"Cute?!" He yelled and if he could of backed up he would have but if he did he'd fall of the roof. He mentally cursed to himself for being trapped like this.

"Yeah," Carol continued, "it's not a bad thing Daryl," she laughed a little again.

Daryl didn't loosen up. He kept his tense stance and stern gaze on her, but other than that he didn't know what to do. Was Carol laughing at him? He couldn't tell, but her laugh did sound different than the one of Janie's, which haunted his dreams for all his teenage years and plus some.

Carol reached down one hand to one of his bawled fist. She forced it apart and placed hers inside. "Daryl, you've saved me so many times," she looked up at him sweetly, her voice soft and her eyes shimmering with wetness.

This time Daryl did loosen up. He let his hand be held and he unclenched his jaw, "What're you sayin'?"

Keeping her gaze on his Carol grabbed the back of his neck with her free hand and pulled him in for another kiss. She smiled into it slightly as she could feel he was less tense. "I'd be dead if it weren't for you," she started when she pulled away, "I owe everything to you, but now," she kissed him again but only a short peck this time, "I think it's my turn to help you."

Daryl felt like he couldn't move when Carol begin to kiss him again. This time she pressed her body against his and placed his hands on her hips. Then, she moved her hands back up to his head, one gently grazed his cheek and the other wrapped firmly around the back of his neck, pushing him deeper into the kiss. She began to kiss him more roughly, opening her mouth and prodding his open his her tongue. Daryl's hands hadn't moved at all from the position she put had placed them in. In an effort to entice him more she dropped one of her hands to his lower back and pushed him into her, tightening the gap between them. To her surprise she heard a whimper escape his lips, muffled by her own. It wasn't an excited whimper though, despite feeling the slight bulge in his pants now that their hips were firmly pressed together.

She pulled away, but only a little, enough to see his eyes that wouldn't meet hers, "What's wrong?"

He didn't answer looking everywhere but her face, and his looked darker with redness in the moonlight.

"Daryl, you can talk to me," she put on hand up to his face again, trying to guide him into looking in her eyes. He refused and he had lost his growing erection by the time he answered.

"I don't, uh," he paused, "I ain't never— "

She didn't need him to finish his sentence and she knew he probably wouldn't have anyway, so she just started to kiss him again. With each passing second she grew more and more eager. Giddiness and delight spread through her knowing that she got to be the one to do this. The badass, tough, Daryl Dixon had never had a women before and when she thought it about it wasn't all that surprising considering his relationship with his father and brother, but she was just glad that she could be the first.

Carol wasn't innocence, obviously. She had a husband and a daughter, although sex with Ed wasn't much to talk about. This reminded her of high school, before she met Ed, and secretly meeting a boy at the make-out point to nervously experience her first sexual encounter. She felt like a teenager again and it excited her. Pulling Daryl by his jacket she tugged him away from the edge of the roof and leaned down, guiding both of them to lie on the blanket that had fallen earlier.

Daryl let himself be pulled down on the roof and laid over Carol between her legs. Now that they broke the kiss he was left staring down at her. This time he was able to look her in the eyes. She looked so different than she usually did. Something about the way she looked up at him made him feel different too. He clenched his jaw, not sure what to do, confused. He liked this feeling of course but felt so stupid at the same time, and he was mad at himself for letting his nerves bother him so much. The only thing that kept him from getting lost in his thoughts was the throbbing in his pants.

Carol could feel it too. She also could feel that he was unsure of himself. To help she pushed her body upward, and shoved him to her side so he was on his back and she was on top of him now, "Don't worry, I'll do everything."

Daryl stared dumbly up at her as she began to unbutton and peel back each layer of clothing he was wearing, leaving them on but only exposing his chest. The cold air made him gasp for breath. Steadily she leaned down, brushing her fingertips down his chest making him shiver, and began to nip at his neck. Then, she worked her way lower, leaving a trail of kisses until she found a nipple, and lightly circled her tongue around it.

Gasping Daryl arched his body forward into Carol's, making her teeth graze his nipple. He bucked his hips, surprised at how good it felt, "Fuck," he breathed.

Carol lifted her head slightly and looked up at him. He wanted to look away out of embarrassment but he couldn't, he just stared back at her as his face reddened. He always thought girls got their nipples played with but not guys, he didn't know it could feel good for them, and he was embarrassed thinking maybe it was girly for him to enjoy it.

Joy electrocuted its way through Carol. She was ecstatic. Never before had she been in control like this, and with someone like Daryl. It made her feel powerful and important. She had never felt happy like this in so long, and the look on Daryl's face as he stared at her with unknowing eyes drove her mad.

Without hesitation she continued further down his chest and stomach, stopping just above his waistband. She pulled herself up and looked at him as his breath hitched in his throat. He felt embarrassed as the squeak-like sound came from him. Smiling, Carol began to unbutton the few layers of shirts she was wearing, peeling them back to expose her chest. Looking down at Daryl she watched his eyes travel down her body and that jolt of excitement spread through her body again. She'd never felt more beautiful than with Daryl looking at her with completely new eyes. Attentively he reached his hands up to her waist, and then slowly began to move them upward toward her breast. She nodded giving him silent approval, proud of him doing things for himself, before he grabbed a hold of her breast. Softly he began to message them in his palms, like he wasn't sure how rough he should be with them.

Carol smiled down at him and lifted herself up once more so she could unbutton his jeans, right away exposing his erect cock, as he wasn't wearing any underwear. He breathed in harshly again in response to the cold air. Carol then unbuttoned her own pants and shimmied them down past her knees, giving her enough freedom to straddle herself over his hips.

Daryl was frozen beneath her, his hands just resting on her breast now, as he was mesmerized by Carol as she lifted herself over him and slowly dropped herself down onto him.

"Fuck," he couldn't help but let it escape his lips, it was too much, and he didn't know if he could even handle it after not having it for his whole life. After being afraid of it for so long. Carol began to rock her hips slowly on top of him. She quietly moaned basking in the feeling of Daryl being inside her.

"Oh God, Carol," Daryl didn't mean to say her name but he did. It just slipped out between his heavy shallow breaths and grunts. The feeling was unbearably good.

Carol enjoyed Daryl's voice. Ed had spoken a lot during sex, too much. He said harsh words that made her stomach churn and made her want to be sick afterwards. Daryl didn't say much of anything but his breathing was enough, and when he said her name she almost cried out in joy. She began to rock faster and even let a tiny, "_Daryl"_ slip from her lips.

When Carol began to move faster Daryl grunted loudly, cursing again. Then, when she moaned his name, he gasped long and loud and exploded inside her, not being able to hold back even if he tried. But then it was over way to quickly. What had felt endless actually ended in roughly four minutes. Briefly Daryl worried he would hear Carol laugh at him for finishing too early. He didn't know much about sex but he knew it should have been longer than that, and he knew Carol probably hadn't been satisfied like he had.

Feeling himself leaving her as she lifted off of him made him flinch slightly and he avoided her eye contact, blushing deeply. A hand came up to his face and he was forced to look Carol in the eyes. She smiled sweetly down at him, "Good?"

He nodded, feeling dumbstruck, "you?"

She laughed, but it was a fun lighthearted laugh that didn't scare Daryl, instead it made him smile shyly, and he actually felt happy. Then, when he tried to think about it, he couldn't even remember Janie's laugh anymore.


	2. Lost in the Flood

**AN: Hey guys, just wanted to say thanks for the favorites and reviews. Sorry it took me a while to update but I was debating if I really wanted to or not. The story will expand in a different direction in this chapter (it's also not as long - sorry), and I'm sorry if some of the reasons why some of you were originally drawn to it aren't here. It can't be happy lovey-dovey all the time right? I imagine at least one more chapter before I bring it to a close. Hope you guys like it and thanks again!**

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He avoided her after. Carol tried not to think about it. She tried her best to understand. The most frustrating part was that she had felt like she had gotten through to him, that she had given herself to him and hoped that would help break down his rough outer shell. Sadly, it only seemed to do the opposite.

After it happened they laid on the rooftop in silence until they both decided to get dressed and then she awkwardly said goodnight before heading inside. That was the last time she talked to him. She tried talking to him since then of course but he never said anything back. He would just glance down at her with his stern eyes and walk past her suddenly having something more important to do. Carol knew the kind of man Daryl was. Now, she was just angry with herself for not seeing it sooner, for not knowing that this would of happened. She was stupid to assume one night of sex could break down his barriers. She should of known what she was getting herself into. She should of known not to get too attached.

Daryl hated himself for being so awkward afterword. He didn't know what to do so they just laid in silence for a long while. Carol laid against his side with her head turned toward him and her arm on his chest. He could feel her hot breath on his shoulder and it suddenly reminded him of how cold it was outside. It was hot a few moments ago when they were moving together. The thought made Daryl blush and he clenched his jaw inwardly chastising himself before suddenly sitting up, the movement causing Carol to jerk away from his body and sit up herself. Then, without looking at her he started to button up his shirt and put all his layers back on, in the corner of his eye he saw Carol begin to do the same.

He didn't want to look at her. He didn't think he could. What would he say? Thanks? Is that what you do after someone randomly has sex with you? He didn't really know so he just finished dressing himself and stood up, grabbing his crossbow and placing it over his shoulder. Staring out at the forest in front of them he saw the sun was beginning to rise, which meant his shift was almost over and he would be able to go inside and sleep soon. Something told him he wouldn't be getting much sleep though.

Carol's hand lightly brushed his arm causing him to jerk slightly. He turned his head toward her but didn't look at her. In his peripherals he saw her fidget somewhat and shift her weight from one foot to the other.

"Well, goodnight," she finally said, "or I guess good morning," then she laughed but when Daryl didn't laugh back she coughed lightly, touched his arm once more, and turned to head inside.

Daryl knew Carol was trying to talk to him. First she tried a few times everyday, purposely going out of her way to make sure they got caught alone together. Then, after a few weeks of ignoring her she began to try less and less, and now he didn't pay much attention to her at all. He knew it probably hurt her feelings and if he was honest with himself it hurt his own too. There just wasn't anything he could do about it, at least not in his eyes. What would be the point? She'd probably end up doing something stupid like get herself killed or something and he didn't want to deal with that. He thought about her enough as it was so getting more attached seemed like signing a death wish for both of them. He didn't know how Maggie and Glenn did it, being alone was just so much easier.

It didn't stop him from thinking about it though. When they moved from house to house and all crammed together in one room he'd lay awake and think about it. Knowing that she was across the room curled up in a blanket prevented him from getting any sleep. It was so annoying. All he could think about was that feeling she gave me, and how he'd actually felt slightly happy having her be so free and laughing with him. Daryl couldn't remember the last time he was happy, even before the world went to shit. There really was no point in trying to seek out that happiness again though. If he couldn't be happy before he couldn't be happy now, especially not when there was so much to risk.

When they got to the prison things only got worse. The new feeling of comfort had made them feel falsely secure and Daryl knew it couldn't last long, just like everything else in the world. At their first night on the prison grounds Carol had got him alone for the first time in a while, and for the first time in a while he had welcomed her. He hated himself for it afterwards though. The playful way she flirted with him replaying over and over again in his mind, and the stupid way he tried to act nonchalant about it but knowing he had failed miserably. How all he could manage was a pathetic, "Stop," but even as he said it he hated himself for how it sounded. He sounded like a damn girl, puffing out a weak willed 'stop' like some giggling teenager and he knew it wasn't convincing to her or even to himself.

Again he avoided her for the next couple of days as they settled into the prison. He set himself up at the top of the steps, refusing to sleep in a cell even if it did mean a bed, or at least more of a bed than what they were used to. It was late and he laid on a few blankets staring up at the ceiling. Time rolled by and he knew he'd have to go out for lookout soon but he still couldn't get himself to fall asleep. He put his hands behind his head and looked straight ahead when he heard footsteps coming up the steps. He already knew who it was before he even saw her. Carol stood over him, her face looking solemn and her body looming over his.

He didn't hesitate, "what do you want?" It sounded harsher than he wanted it to but it was good thing anyway. He couldn't have her messing with him anymore. She needed to understand.

"I couldn't sleep," she started, "so I thought I'd check up on you."

"Don't need checkin' up on." He said flatly and turned on his side, facing away from her. Silence spread throughout the air, all except the whistle of wind from outside.

"Daryl," Carol's voice hung thickly in the air. Daryl tried to ignore the strange turning in his stomach. He heard a rustle of movement behind him and felt the heat of Carol's body as she knelt down next to him.

"Please," she whispered and placed a hand gently on his arm.

"Damn it!" Daryl lunged up, jerking his arm from her hand and sat up straight, staring her in the eyes he yelled, "don't you get it, woman?"

Carol looked dumbly at him with big sad eyes, which just frustrated him more. He growled deep in his throat, "leave me alone! It was only one time!" And with that he swiftly jumped to his feet, grabbed his crossbow and bounded down the steps, heading to relieve whoever was on lookout duty for his turn.

It wasn't until a few days later that he spoke to Carol again. He'd thought she'd gotten the message and he was glad that she hadn't tried to talk to him again, until she'd once again crept up to him one night while he was keeping lookout in the watchtower. He could hear her coming and was waiting for her when she reached the top. When Carol walked out on the perch he was leaning against the railing staring at her, with his arms crossed over his chest and his bow slung over his back. His eyes bore into her. She guessed maybe she should just be happy that he was looking at her at all, but those eyes scared her. Not the kind of fear she felt when she looked in Ed's eyes, it was a different kind of scared, one she didn't quite understand but that she knew she had to do something about.

They stood staring at each other for a few moments before she took a few steps forward. Daryl continued to stare, as if his gaze alone could push her away, and it might have if she wasn't so determined. She continued to press forward until her body was against his and she wrapped her arms around him in a hug. It was awkward, his arms still crossed in front of him preventing her from truly getting close and the bow on his back preventing her properly wrapping her arms around him.

After a few moments he uncrossed his arms. Carol felt relieved until his hands wrapped around her upper arms firmly and he steadily moved her body away from his. While still holding her tightly he leaned down and pushed his lips against hers. His mouth didn't open and it didn't move against hers. He just planted his thinly closed lips harshly against hers and pushed into her face while awkwardly standing over her still gripping her arms. It was strange, the force of it making her own lips sting, and when he pulled his face away he stayed close, his lips by her ear, and he hissed, "is this what you want?"

Carol gasped quietly as he let her go, the way he jerked his hands off of her caused her body to slightly sway, pushing her back. She looked up at him confused, not sure if he was really asking her a question or not.

He stared back at her, that odd look still in his eyes, "told you I don't need you no more. Forget it ever happened," he turned his back to her and looked back out to the prison's field, "and leave me be."

And she had no choice but to turn herself and walk away.


	3. For You

Carol decided to put some space between Daryl and herself. Usually, when he pushed himself away she would try her best to pull him back, forcibly bringing him back to reality, or at least back to her.

When Sophia was discovered in the barn and killed he had a similar reaction, he yelled at her and she just simply accepted it, almost willing it, secretly hoping he would hit her. She deserved it after all. She may not have all those times Ed hit her, but she deserved it that time. But it was her acceptance that brought him back. It was the simple act of her allowing him to yell at her, the look on her face as her head whipped back, as if his words had struck her. He might as well of hit her, and he regretted every word he said almost instantly. Especially that bit about his Dad - why did he say that again? He didn't apologize though, she knew he was no longer angry, and that was enough for her at the time.

This time when he yelled at her it was different. With Sophia he was partially yelling at himself, that much was obvious, as he was angry for failing her. But this time he was only yelling at her. She thought she could reach out to him, pull him closer, force out his doubtful thoughts and tug him close, and maybe they could be happy. But you can't force someone to be happy. There's no logic in that thinking.

So she let him go. She let him push her away and she laid alone in bed at night dreaming of that one night they shared, hating herself every time her body reacted to the thoughts and images flashing through her mind. She hadn't even gotten off, and still hadn't since that night – not that it mattered. But it was more than just the primal instinct of sex and release; it was Daryl opening up to her. She gave herself to him but it was really the other way around. He had allowed her to touch him in ways no one else had, to take control, and everyone knew Daryl hated not being in control. But he didn't even put up much of a fight, and she wasn't sure if it was because she caught him at a vulnerable moment or what but he just let her basically assault his body. If it weren't for the smile he gave her once they finished she would feel guilty, feeling like she took advantage of him, used his body for her own gain. That was the last thing she wanted to do. The marks littering his body proving that it had been used enough.

Despite the genuine warmth (not the physical warmth, but the warmth of happiness) she felt from his body that night she knew she couldn't force that on him. Maybe he did feel used, maybe he felt like he used her. She didn't know but she knew he didn't want any part of it again, it hurt but she wasn't going to push him anymore.

But damn she wanted to. She wanted to slap him, punch him, anything that would wake him up and open his eyes and make him see. So he could see that there was nothing wrong with accepting another human being into his life, so he could see there was nothing wrong with being fucking happy. He deserved it more than anyone, and hell, so did she. But who was she to force that on him, to force him to be happy just so she could be happy. Does that make her any better than the people who forced him to fight his whole life? Who forced his back into a corner? Is it any different for her to force him out? Violently tug and pull at him until he was out of that corner. She wanted to, she wanted to get as rough as possible with him, and shove him out of that corner, but she knew it would only make things worse. So she let him go.

She let him go until his arms where around her, scooping him up and carrying her out of the tombs. Her memory failed her, how did she get there again? How long was she there? Long enough that her throat felt so dry she couldn't breathe. But even though she seemed to have forgotten everything else in that moment she automatically recognized the feel of his arms around her, knowing his touch instantly.

* * *

Daryl was right, again, like always. He knew she'd go and get her ass killed. The rage that bubbled inside him was unlike any he had felt before. So angry was he that his body felt numb. A dull throbbing shuddered throughout him constantly, and a hissing stung in his ears like the static on a TV.

When he found her the numbness disappeared from his body and all the pain hit him at one. The throbbing turned into an aching pain hammering into every joint and muscle of his body. The hissing in his ears turned into loud screeching, like silverware on a plate. It took all his energy to carry her back to cell block C.

He placed her on her bunk, told the others she was back, and stalked back to his perch, trying to will his body to cease its insistent hammering. If he didn't know any better he'd think that if someone were looking at him they would be able to see his body jerk with every pulse. Carol was alive. And just the other day he stood at her grave. She was alive and he felt deader than dead.

* * *

It took him days before he could even look at her again, without it feeling like some kind of dream, without his mind going back to that night, the feeling of her lips on his lips, his chest, his stomach. Her body on his, her weight put onto him, the pressure of her hips against his, him inside of her. The ache hurt more thinking of never feeling that again, and suddenly everything felt much more real. He knew he needed her, the scare of her death had only proven that, but the pain of experiencing it scared him even more. He lost himself when she was gone. He couldn't let that happen again. What was he supposed to do? Leap into her arms and apologize? Beg for forgiveness and slam her against the bars of her cell, fucking her in front of everyone so they all knew she was his? So she can just go die again? So his body can shut down again? Rage seemed to be keeping common company with him recently, a permanent scowl on his face, or maybe it was just confusion wearing the mask of rage. He didn't notice it until the tried to sleep, but the joint in his jaw hurt from clenching it. Opening his mouth he could hear it pop from being stuck in position for so long, and now that he thought about it he realized he hadn't spoken in days.

* * *

She was grateful to him but she still kept her distance, keeping herself busy with the baby, knowing he was getting ready to leave again. When he left he made sure to say goodbye, even though he never ended up saying that, but he still made sure to say something, and that was more than what he usually did. He looked at her with sad eyes, boring into her, telling her to, "stay safe," but he was more than just telling her, he was pleading with her. As if to say, "if something happens to you I don't know what I'll do," and even though he was leaving she smiled at his retreating back. Maybe he was beginning to crawl out of that corner. And no matter how slow he crawled she would be there waiting with open arms.

* * *

**AN: Hey guys, once again sorry for taking awhile to update this...this chapter is more or less just a filler for the next one, which will be the last chapter, and I will try and post it as soon as possible so we all can get to the good stuff.**


	4. Prove It All Night

**AN: Ok, hey guys, I banged this last chapter out for you since the last one was just a filler. This one is good and long to make up for it. Enjoy!**

* * *

Everything seemed to get worse before it got better. First, Rick told her Daryl wasn't coming back, and the hope she had for their growing relationship fizzled into nothing. She thought perhaps she had mistaken his soft-spoken goodbye as more than anything but that. What she had hoped to be him reaching out to her was maybe nothing at all. And all her dreams of him running into her open arms upon his return were suddenly crushed. At first she was angry but she realized later she was mostly embarrassed more than anything.

When he did return though, it still wasn't full of romantic confessions and rose petals, both of them too distracted with the current events to even think of much else. Merle was with him and her brush with death, forcing her to use Axel's body as a shield, left her feeling sullen and seeking solitude, besides caring for Judith on occasion.

As time stretched on she couldn't tell if she was mad at Daryl for pushing her away or grateful. When this whole thing between them started it was during better times, something she couldn't even believe now – that things had somehow managed to get worse – but she wondered if their relationship had blossomed the way she hoped if it would of made things harder. Maybe there wasn't room for happiness for them anymore. Maybe Daryl's gut instincts were right to shove her away. The war would only separate them more and she briefly thought about what she would do if he didn't make it, but she didn't dwell on the thought long, thinking instead that she would be more likely to go before he did.

Would she get to tell him her true feelings before that happened? She nearly died twice since their night together, and since he had lashed out at her, without being about to talk to him about it. Would it be worth it to try though? What if she just angered him again? The last thing she wanted to happen was for him to be upset with her before she died.

Suddenly she realized she was thinking about her death as if it was already pre-determined. She chastised herself and decided she would talk to Daryl when the moment was right, war or no war, death on the horizon or not.

* * *

It had been a week since Merle's death. Daryl kept to himself helping when he was needed but mostly he sulked in his cell or wasted hours in the woods hunting, even though sometimes he came back with nothing.

The night it happened Daryl didn't say a word to anyone but his silence had said more than enough. Michonne had figured Merle was on a suicide mission, and the way Daryl ran after him she knew that he knew too, desperately running to nothing. No one dared say anything to him, only offering him sad eyes and slight nods of their heads. He wouldn't look at any of them, except Carol. He glanced at her once, stopping in front of her before retreating inside a cell. That night she went to him and held him in her arms while he cried silent tears, and she said nothing and he said nothing before the morning came and she left him alone leaving him with a smile and his own thoughts.

The week had gone by and the prison block was full with the survivors from Woodbury. Carol hadn't bothered him, not wanting him to feel like she was pressuring him at all. The night Merle died and she cradle him in her arms was a rare moment of weakness, and she wasn't going to use that knowledge to force him into talking to her when she knew he didn't want to. He needed time and space so she gave him that.

* * *

Daryl wondered the prison perimeter, mindlessly tracing his fingers over the fence as his walked, head down, not really paying attention like he should have been. In his mind all he could see was Merle's eyes, the dead yellow eyes staring back at him, almost as if he knew, knew that it was him he was hungry for. Every time he closed his eyes it was those eyes he saw and it had prevented him from sleeping at all. So he walked the perimeter of the prison at night hoping the extra exercise would make him tired even to sleep, but it never seemed to work.

He glanced up at the watchtower, knowing who was up there. Without thinking about it he climbed the tower, walking out on the porch, approaching Carol's back.

She turned to face him, sensing his presence, "Hey," she spoke quietly, as if not to frighten him of.

"Hey," he said back equally as quiet.

She turned her head back to the prison yard, keeping look out, and he walked next to her, putting down his crossbow and leaning against the bar, his arms hung over it, his back slumped. He starred at the ground that seemed impossibly far away.

They stood in silence for a while before he broke it, "You know, when we were kids," he paused, "me an' Merle," as if to clarify like she wouldn't know, "one time, these kids were pickin' on me," he chuckled a little, "some rich snobs who lived in the neighborhood across the way, they picked on me lots," his voice trailed off and she turned to look at him, letting him know she was listening.

"Merle would bug me 'bout standin' up for myself, but they were bigger than me and there were lots more of them than me," she noticed his lips twitch into a smile, "I came home with two black eyes and a broken nose. He knew it was from those kids cause our Daddy never hit me in the face, he'd sock Merle real good but only cause he was older…he wouldn't risk puttin' that on me. Only the belt…" the smile left his face suddenly before he continued, "Anyway, Merle went out without lettin' anybody know and he didn't come back. Found out later he'd beat the shit outta those kids and got locked up for it. They were minors and he was old enough then to go to jail for that alone, but when the cops got him he was high on Hard and holdin'…"

He paused again before standing up straight, staring down at her. Carol looked back up at him and smiled, "Merle wasn't so bad was he?"

Daryl looked away briefly before returning her gaze, "dunno, maybe. Guess you could say he had his moments. But I was mad at him, for leaving again," then he laughed, "that was before I knew what he'd done for me, but still, I'd rather him done nothin' and stuck around than do somethin' stupid like that."

She nodded, understanding the connection to that sacrifice and the sacrifice of his death, slowly she reached out to put her hand on his arm, rubbing it slightly.

He looked down at her hand, swallowed hard, and continued, "I never even got to talk to him before he got put away, no goodbye, no thanks, no nothin'."

Carol wondered if he was still talking about Merle going to jail or if it was more about him dying, she chose her words carefully, "I'm sure he knew how you felt."

Daryl gave her a sad smile before clearing his throat, "I, uh, I just wanted to let y'know," his voice veered off again and he couldn't look her in the eye. Awkwardly he put his hand on her shoulder and mumbled, "thanks."

She smiled at him and nodded, dropping her own hand from his arm as he dropped his from hers.

Once again they stood in silence, but this time they stared at each other, both not sure what their next move should me. Daryl would be lying to himself if he said he wasn't embarrassed about everything that had happened between them. He felt stupid letting himself get close to her in the first place, allowing her to sleep with him when he knew deep down it was a mistake. He hated himself for lashing out at her and pushing her away, and it infuriated him even more knowing how long they had gone without each other since he'd done so. He was ashamed at how he silently called to her the day Merle died, and how he had wept into her breast as she held him like a child. He looked at her now, all of those memories haunting him, feeling like a fool and yet unwavering under her gaze. If only he could make things right between them, take away every mean thing he ever said, and erase every awkward touch and glance that cause him to be so anxious around her all the time.

Carol seemed to think differently. In her eyes, everything was alright, or as alright as they could be at the moment. She put down the gun that was strapped to her, resting it on the ground, and quickly, as to not give him a chance to shy away, wrapped her arms around him. He flinched at the sudden movement but relaxed into her instantly, wrapping his own arms around her and burying his face into the top of her head.

"It's alright," she whispered into his chest and he could feel her hot breath snake across his skin giving him goose bumps, "we've got each other."

The way she stated it almost matter-of-factly made him sigh into her hair, causing the strains to blow and tickle his face, "yeah," was all he managed and in the back of his mind he noticed his voice sounding a little shaky.

There was much more he wanted to say. Let her know how much he regretted yelling at her, touching her harshly like that, and let her know that he wasn't afraid of her anymore. It felt stupid to admit to himself that he was afraid of her before although it was true. He didn't want to accept her love in fear of everything else that came with it, but he realized the regret of not knowing would weigh much heavier on his heart than giving it a shot and suffering later.

He pulled away from the hug, figuring the best way to tell her how he felt was to show it, and for the second time ever he initiated a kiss with her, but different than the first time. This time it was gentle, soft, almost ghost like, against her lips. He stayed still for a moment before she lightly pressed into him, and he slowly opened his mouth and began to move his lips against hers.

Gradually he brought his hands up to her face and deepened the kiss; suddenly all the urges he'd been keeping pushed down inside him were rising to the top of his skin, burning intensely. Their kiss grew more passionate and Carol used one hand to grip the back of his neck and used the other to grip his arm, pulling him until her back was against the wall and he was firmly against her.

Daryl let Carol guide them to the wall but he refused to allow her to take the lead like their first time. This time he wanted to be in control. As soon as they were pressed against the wall he gripped her hips, trying his best not to grip them too tightly, and ground himself into her.

Carol smiled into the kiss, noting how Daryl had become more confident in himself. She also didn't fail to notice how despite being eager he still tried to be as gentle as possible. She bit at his lower lip, as if to show him it was ok to be a little rough.

Groaning into the kiss Daryl's hands went behind her to cup below her ass, getting bolder as he went. He wouldn't of guess Carol to be a biter, but then again she surprised him last time. Sometimes he forgot how playful and flirty she could be. It was getting harder to control himself and he lifted her legs up around his waist, took a few steps back and dropped to his knees. It wasn't very graceful and Carol let out a squeak in surprise as they dropped. He chuckled out a "sorry" before placing a hand behind her neck and slowly dropping her body down, her legs still wrapped around him, so she was lying with her back on the ground.

He kneeled over her and stared down into her eyes panting heavily. Briefly he thought back to their first time, when she pulled him into a similar position and he had pussied out, staring at her dumbly until she was forced to switch positions and take control. His brow furrowed in frustration at the slightly embarrassing memory. _Not this time, _he thought to himself and a low growl rumbled in his throat as he lunged his head forward, kissing and nipping at her neck and collarbone.

Carol gasped as Daryl began assaulting her neck. She didn't expect him to be quite like this, almost thinking she'd have to take over control again like last time, she wouldn't have minded of course but this was much better. Never before had someone devoured her so eagerly and Daryl's hungry growls caused shivers down her spine.

He sat up on his knees placing his hands on her legs, which were still wrapped around him; he let them rest there for a minute as he starred down at her, his thumbs rubbing in slow teasing circles on her inner thighs.

"Daryl," she breathed, begging him to continue. He didn't need her to say anymore and he grabbed the hem of her shirt. She pulled her self upwards slightly so he could pull it over her head, and she leaned back on her hands as he reached behind her to fumble with her bra strap.

It only took about five seconds for Daryl to become frustrated. He huffed as he tugged at the thing not really sure what he was doing and she giggled at him.

"Not funny," he hissed, his face close to her ear. She laughed again, reaching a hand behind her own back, swatting his away and unclasping her bra with one hand.

"How'd ya do that?" He grumbled as he sat up watching her thread her arms through the straps and take it off.

"You'll get it with practice," she smiled up at him and he lunged down once again kissing her a little rougher than before, excited at the prospect of that meaning he'd get to practice a lot.

Carol smiled into the kiss before suddenly pulling back, tugging at the buttons of his shirt, "don't make me be the only one here shirtless," she teased.

With a scowl on his face he pushed her hands away, leaning in to kiss her again. She persisted and began to blindly unbutton his shirt while still holding the kiss. Daryl didn't really mind taking off his shirt in front of her, not like there was any point in hiding anything anymore, but he still felt odd about stripping in front of her. He could die of embarrassment at the thought of himself unbuttoning his own shirt while she watched him closely, so he silently asked her to do it for him.

She understood of course and as he moved from her lips to her jaw, to her neck, and to her chest, she struggled and fumbled with the buttons until finally they all were free and the shirt hung loosely over his arms. Gripping his shoulders as he kissed closer to her breasts she began to push the garment off him, until he sat upward and pulled his arms through, tossing it to the side. Carol got a good look at him as he sat up to remove his shirt completely, and she wasn't sure if the red on his face was from embarrassment or pure arousal.

Daryl huffed as he threw his shirt off, doing exactly what he had wanted to avoid before, as he felt her eyes on him. He couldn't help but feel embarrassed by her gaze on his body, but he ignored it and leaned back down to her chest kissing her everywhere but her breast, feeling too nervous to go there.

Sensing his discomfort Carol slowly threaded her fingers into his hair, gradually guiding his face toward one of her breast. She looked down at him and saw his eyes peaking up at her through his long hair. She smiled and bit her lip, tugging at his hair a little for encouragement.

As Daryl wrapped his lips around one of her nipples he tried to remember what she had done to him that had felt so good. He remembered her flicking her tongue swiftly over the nub and then slowly swirling it around, pushing the flat of her tongue against it to cover more ground. He mimicked her movements as best as he could remember, growing even harder at the memory of how fucking good it felt and swelling with pride at hearing her whimper beneath him.

After a few moments he sat up again, Carol looked up at him as she breathed heavily, her chest now exposed to the cool night air causing her to shiver. Daryl griped her hips and ground his into hers, expressing his need for her as his cock felt impossibly hard. She gasped and grinded her hips back against him. Taking his wordless hint, she fumbled with the button of her pants and he scooted back to help pull them and her underwear off her legs as she wiggled out of them, not even bothering to take off her boots as her pant legs were loose enough to slip over them.

Daryl was back between her legs and kneeling over her in a second, taking a moment to take in the sight of her naked body (naked except for her boots at least, but with her legs wrapped around him those were out of his line of sight – not that it wasn't hot in it's own weird way.)

"Carol," he whispered, his voice heavy with desire, as he made eye contact with her again. All the sudden he was nervous again, realizing all over again how inexperienced he was and how different this was from their first time – _his_ first time – when she had all the control and it was quick and easy and they barely took any clothes off. But now, here she was fully exposed beneath him, just waiting for him to make the next move. He let out a shaky breath.

Without hesitation Carol lifted herself up, supporting her weight on one hand behind her and reaching up with the other to cup the side of his face, turning it so she could place a soft kiss on his check. Then she turned it back to face her, looking into his pleading eyes, and smiled before kissing him on the lips, slowly opening her mouth and moving against his as he gasped a the romantic gesture.

Dropping her hand from his face she slowly traced her fingers down his chest and stomach, not breaking the passionate kiss. She stopped at his waistband, tickling the little patch of hair that peaked out there, before grabbing at his belt, unbuckling it with one hand.

Daryl felt her tug at his pants, he knew she'd struggle with only using one hand but offered no help as he was too distracted by her lips moving from his to his jaw and the spot between his neck and ear. She nipped and licked at the sensitive skin there and his breath hitched in his throat while simultaneously bucking his hips forward into nothing, not being able to control himself.

She couldn't get his pants off with one hand but managed to get the belt loose, button undone, and zipper down. When she felt him push his hips forward she slipped a hand in the now loosened pants, giving her enough room to cup her hand around his member, gripping it and stroking it slightly.

Daryl gasped again, dipping his head down into the crock of her neck, in turn tearing her lips away from his. He hissed as she continued to stroke him, panting into her neck, feeling incredibly hot as his warm breath blew back in his face.

"Fuck," he breathed shakily, and swatted her hand away. She removed her hand from his pants and looked up at him with big eyes as he sat up straight. He just looked at her sheepishly without saying anything hoping he wouldn't have to explain his embarrassment. She understood of course but waited to see what he wanted their next course of action to be. He hovered over and she watched his eyes shyly wonder down to the spot between her legs. His hands were on her thighs, as he seemed to always place them there every time he sat up straight on his knees, and with a look in his eyes she hadn't seen before he slowly began to lower his hands to her center. They were shaking slightly and she knew he was nervous but his eyes glared at her from beneath the hair that had fallen in his face with determination, and his look alone sent a jolt of pleasure through her body. Her own breath hitched in her throat and she inhaled deeply at the sight of his hand getting closer to the destination without him removing his gaze from hers.

Only when his hand was there did he break the gaze, but only for a moment, to double check where his hand was exactly, and ponder what it was he should do, before looking back to her face. She swallowed hard as his hand touched her, one of his fingers gently exploring the soft skin. He was shocked at the wetness there and surprised at how discovering how wet she was drove another wave of pleasure through his body. Looking down again as to concentrate he delicately entered his one finger inside her, slowly moving it in and out as he heard her let out a small gasp.

Carol rocked her hips against his finger, trying to encourage him to be braver. Daryl was driving her mad, but she wasn't a teenager anymore and one finger wasn't anything special to her, even if the sweetness of the act and his gentleness made her that much hotter. She reached down and grabbed his wrist and she noticed he flinched, fearing he'd done something wrong.

"It's ok," she told him, guiding his hand upward slightly, "here," she whispered and let her head fall back as his finger circled her clit, "just like that."

It was awkward for a few moments until he found a good pattern that had her squirming and whimpering like mad. He watched her in amazement, mindlessly performing the task with his hand as it memorized the right movements and stared at her face as she gasped beautifully beneath him.

This time it was her turn to swat his hand away and lifted herself up, both hands pulling his pants down.

"Daryl," she pleaded, "please, now."

"Oh fuck yes," he stammered in excitement and backed up to get his pants off past his knees, leaving one leg on one of his ankles, not being able to wait any longer.

Carol lied back on the ground, her head a few inches form the wall, and Daryl laid over her between her legs. He gave her one last hard look before gripping himself and pushing inside her. They both gasped at the same time and began to move into one another creating a fast paced rhythm.

Daryl bucked into her hard, enjoying being able to be in control and loving the feeling of Carol's hips grinding upwards to meet his own. His head fell into the crock of her neck and he panted heavily, surprising even himself at the grunts and gasps coming out of his mouth but finding it literally impossible to control himself. He felt like an animal that finally caught its long awaited prey. And Carol let out a small scream with each thrust and he nipped at her neck, the sweat beading down it tasting delicious on his tongue.

Carol basked in the pleasure she was receiving from Daryl, unable to keep herself from frantically thrusting her hips upwards, grinding into him and meeting each thrust, pushing him into her further. She might have been embarrassed at the sounds she was making or of how desperate she fucked him back if she hadn't been anticipating it for so long. The feeling over them molding together driving them both wild, and they both knew it was something they'd be craving for a long time.

Daryl grabbed her hips as he buried himself deep within her and she tightened her legs around him pulling him in even deeper, rocking herself to orgasm as he let out a long loud gasp, finishing with her while she let out a scream herself.

Panting Daryl lifted his head from her neck and looked her in the eyes, resting his forehead on hers, both of them covered in sweat. Carol smiled at him and he smiled back before getting off of her and lying down next to her, their chests heaving up and down.

After a few moments he sat up and pulled his pants back on, looking over at her to encourage her to do the same. They both got dressed in silence and she was about to stand when he gripped her wrist and pulled her body into his, which was now sitting with his back against the wall.

She chuckled lightly as she fell into him and he wrapped an arm around her, kissing her temple and grunting, "we got each other."

The End.

* * *

**Final AN: Thanks again for the reviews/follows/favorites. I hope you guys liked this story. I tried to keep it short and sweet as it was my first Walking Dead fanfic and the first fanfic I've written in a couple years. Not sure if I'll continue writing at all but I guess we'll see! Thanks again everybody!**


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